Soroban Capital Partners LP

Soroban Capital Partners LP (the “Adviser”), a Delaware limited partnership, is an investment adviser with its principal place of business in New York, NY. The Adviser, formerly Soroban Capital Partners LLC, commenced operations as an investment adviser on November 1, 2010. Eric W. Mandelblatt (through an intermediate entity) is the principal owner of the Adviser. The Adviser provides investment advisory services on a discretionary basis to its clients, which consist of private funds that are pooled investment vehicles intended for sophisticated investors and institutional investors (the “Funds” or “Clients”). The Adviser provides advice to its Clients based on the specific investment objectives and strategies described in the offering memorandum of each Client. The Adviser does not tailor its advisory services to the needs of the individual Fund investors and does not accept Fund investor-imposed investment restrictions. As of December 31, 2025, the Adviser had approximately $11,627,975,772 of Client assets under management, all of which are managed on a discretionary basis.

Asset Based Compensation The Adviser is paid a quarterly asset based investment management fee in advance equal to between 0% per annum and 1.5% per annum based on the value of the Funds as of the first day of each calendar quarter (and any portion relating to “Private Investments”, as such term is further described in the applicable Funds’ offering memoranda, is valued at the lower of (i) fair value and (ii) initial cost)(the “Management Fee”). In one series of the applicable Fund, the Management Fee is discounted for any investment equal to or greater than $2 billion, such that for any amount exceeding $1 billion of such investment the Management Fee is discounted by 0.50% per annum. The Management Fee is prorated for any period less than a full quarter. The Adviser receives the Management Fee each quarter by instructing each Fund’s custodian to deduct the Management Fee from the Fund’s account. In certain circumstances, the Management Fee may be waived or reduced for a Fund investor. Performance Based Compensation For some Funds, an affiliate of the Adviser may be paid annual performance-based compensation, which is compensation that is based on a share of capital appreciation of the assets of a Fund. This performance-based compensation is between 17% and 30% and is subject to a “high water mark,” as described in the applicable Funds’ offering memoranda; sometimes the annual performance-based compensation is subject to a “hurdle” as well, as described in the applicable Funds’ offering memoranda. For other Funds, the Adviser may be paid a tiered incentive fee which is computed by measuring “outperformance” against a benchmark (which for certain Funds is the MSCI ACWI Index, for certain other Funds is the MSCI ACWI Index multiplied by .75, and for certain other Funds will be the MSCI All Country World Index (ACWI) Net Total Return (i.e., Bloomberg Ticker: M1WD); sometimes the incentive fee may be as high as 35% (taken on certain levels of “outperformance” generated against the aforementioned benchmark), as described in the applicable Funds’ offering memoranda. The performance-based compensation terms relating to Funds making Private Investments are similar to those offered by the other Funds the Adviser manages, subject to certain differences related to Private Investments and accounting conventions related to Private Investments. In certain circumstances, the performance-based compensation may be waived or reduced for a Fund investor. In addition to paying investment management fees and performance-based fees, Client accounts will also be subject to other investment expenses, including but not limited to, custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes, duties and other governmental charges; transfer and registration fees or similar expenses; costs associated with foreign exchange transactions; other portfolio expenses; legal expenses (including class action recovery service providers); administration, accounting, audit and tax preparation expenses; directors and officers and errors and omissions insurance; and organizational expenses. In addition, Clients will incur brokerage and other transaction costs. Notwithstanding the fact that for certain Funds the Adviser otherwise bears the cost of certain research-related expenses, in connection with researching specific transactions, investments or asset types, the Adviser may engage third-party consultants, accountants, attorneys or other experts, thereby incurring initial and ongoing specialized research, due diligence and monitoring related expenses. Such specialized research will be borne by the relevant Fund. Funds participating in Private Investments also bear expenses incurred in connection with the evaluating, sourcing, structuring, financing, acquisition, disposition, operating, holding, carrying or valuing of any Private Investment, including any “broken deal expenses” and expenses incurred in connection with co-investments. Clients will also bear the cost of research paid for with Client brokerage commissions in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Client assets are generally invested in a master-feeder structure, with the exception of certain feeder funds which make Private Investments directly in addition to their investments in a master fund. Feeder funds bear a pro rata share of the expenses associated with investments in the related master fund. Please refer to Item 12 of this Brochure for a discussion of the Adviser’s brokerage practices. Certain Funds will also bear all distribution and marketing expenses and all expenses in connection with the ongoing offering of the interests, including the cost of producing, updating and distributing offering memoranda and other marketing materials; research-related expenses; external investor-related reporting data bases; and compensation that may be paid to a group of certain key industry leaders (the “Senior Advisors”) to consult with

from time to time to gain greater insight and refine its analysis on industry developments, macro trends and specific sectors, industries or issuers, which would include fees that could be linked to the success of such Funds or individual investments of such Funds (and could be material); reimbursement of the Senior Advisors for all reasonable, appropriate, or necessary travel (which could include private airfare not in excess of the equivalent cost of business class airfare, from time to time) and other out-of-pocket expenses incurred by Senior Advisors, if any, in the performance of their services; expenses incurred in connection with co-investments as described in the applicable Funds’ offering memoranda (including in the case of co-investments that are not consummated); such Funds’ pro rata share of any management fees or performance compensation paid to (as well as expenses incurred by) unaffiliated third-party managers in connection with such Funds’ investments in any third-party investment vehicles (which fees, performance compensation and expenses will not offset any management fees paid by such Funds or performance allocation allocable to the Adviser’s affiliate). Additionally, payments that may be made to the Senior Advisors will be borne entirely by the Clients consulting with the Senior Advisors notwithstanding the fact that other Clients will also benefit from the contributions made to the Adviser’s investment process by the Senior Advisors, in particular with respect to specific positions held by both the Clients consulting with Senior Advisors and other Clients, despite not bearing any portion of Senior Advisor compensation. Clients are required to pay a quarterly management fee (although some Clients pay no management fees) in advance as of the first calendar day of each calendar quarter or as of the date of subscription, if not the beginning of a calendar quarter (in which case, the management fee will be appropriately pro-rated for the partial quarter in respect of the subscription amount). In the limited circumstances when a withdrawal or redemption is made as of a date other than the end of a calendar quarter, any management fees will be appropriately pro-rated and the excess returned to such Client. Certain of the Funds may also invest in other pooled investment vehicles and/or third-party investment vehicles. In these cases, the Funds will bear their pro rata share of any management fees or performance compensation paid to unaffiliated third-party managers in connection with the Funds’ investments in any third-party investment vehicles, which are in addition to the investment management fee (if any) paid to the Adviser. The Funds will also bear their pro rata share of the underlying funds’ operating and other expenses including, in addition to those listed above: sales expenses, legal expenses; internal and external accounting, audit and tax preparation expenses; and organizational expenses. The Funds’ assets may also be invested in money market mutual funds, exchange traded funds (“ETFs”) or other registered investment companies. In these cases, the Funds will bear their pro rata share of the investment management fee and other fees of the underlying fund, which are in addition to the investment management fee (if any) paid to the Adviser.

Methods of Analysis and Investment Strategies. For some Funds managed by the Adviser, the Adviser’s investment objective is to generate superior risk-adjusted returns. Specifically, the Adviser seeks to maximize risk-adjusted returns over the course of various market cycles through a portfolio consisting primarily of concentrated equity investments, and for these Funds the Adviser expects systematically to have a net long bias and be positively correlated to equity markets. The Adviser may, but is not required to, seek to limit volatility and systematic risks in both its long and short investments through the use of hedges consisting of individual stocks, equity and sector indices, commodities, credit, currencies, and other marketable securities. The Adviser implements a global, highly concentrated strategy for these Funds that seeks to achieve superior returns by employing a deep-rooted fundamental, value-driven approach. The Adviser is permitted to use a wide variety of derivative instruments for these Funds’ portfolios. These Funds have invested and will invest in initial public offerings from time to time. For some of the feeder Funds, in addition to investments in public companies, the Funds may make investments, subject to certain limitations (generally up to 25% of an investor’s capital account), in private companies, although such Funds do not currently intend to make such investments. The Adviser utilizes a single research team for both public and private investments. These Private Investments are anticipated to include primarily (1) later-stage minority stakes in private companies and (2) private equity investments, in each case in the sectors where the Adviser has domain expertise, but may also include other longer term investments that the Adviser determines in its sole discretion to designate as Private Investments. These Funds are not subject to diversification or concentration constraints. Accordingly, these Funds tend to hold large positions in a relatively limited number of investments. Therefore, the investment portfolios of these Funds will generally lack diversity and may be more susceptible to any single economic, political or regulatory event than would be the case if the Funds’ investments were more diversified. Although the Adviser generally does not expect to invest in illiquid investments for the public portfolio of these Funds, it retains the right to make illiquid investments, such as private investments in public equities, for these Funds if the opportunity is compelling and the Adviser determines it appropriate in accordance with the Funds’ investment objective and liquidity profile. These Funds have and will at times also employ leverage with respect to their portfolios through borrowings (including when acquiring Private Investments) and the use of derivative instruments, though the use of financial leverage is expected to be moderate. Additionally, during any period of time when the Adviser is considering, evaluating or causing certain Funds to make Private Investments, the Adviser may offer co-investment opportunities that arise in connection with the Private Investments made by certain feeder Funds. While the Adviser generally expects to offer such co-investment opportunities first to the investors of such feeder Funds, the Adviser may offer such opportunity to additional investors, including certain investors in other feeder Funds. For other Funds managed by the Adviser, the Adviser’s investment objective is to generate superior risk-adjusted returns in excess of global equity indices through a portfolio consisting of long equity or equity-related investments. The Adviser seeks to be fully invested, targeting a typical long exposure of between 100%-125% of such Funds’ equity, but may fall outside such range due to market movements or by temporarily holding cash for operational purposes, such as rebalancing the portfolio or in connection with subscription and withdrawal activity. In addition, the Adviser may (but is not required to) determine to reduce such Funds’ exposure from its target under what the Adviser determines in its sole discretion to be extraordinary circumstances. With respect to these Funds, the Adviser implements a global, highly concentrated portfolio that seeks to achieve superior returns by employing a deeprooted fundamental, value-driven approach. Consistent with its fully invested approach, the Adviser expects to be highly correlated to equity markets. The Adviser’s approach with respect to these Funds is to seek to identify significant opportunities across equity markets, primarily focusing on long equity positions in global markets with a strong emphasis on the United States. These Funds may also take long positions in other marketable securities to capture equity-like returns. Although the Adviser generally does not expect to invest in illiquid investments, it retains the right to make illiquid investments for these Funds, such as private investments in public equities, if the opportunity is compelling and the Adviser determines it is appropriate in accordance with the applicable Funds’ investment objective and liquidity profile. Furthermore, although the Adviser generally does not expect to invest in illiquid investments, it retains the right to make investments in other third-party managed investment vehicles in situations where investing through such vehicles may be desirable or necessary in order to obtain exposure to a particular investment, if the opportunity is compelling and the Adviser determines it is appropriate in accordance with these Funds’ investment objective and liquidity profile. While the Adviser pursues a long-only strategy on

behalf of these Funds and therefore does not expect to routinely engage in hedging with respect to investments, the Adviser may, from to time, engage in short selling (or other hedges) in an effort to hedge any risks it deems appropriate (including at the portfolio level or the position level). Accordingly, there may be times when these Funds employ short positions even though the term “Long” is included in the name of the Fund. Notwithstanding the foregoing, the Adviser does not employ short selling to directly express an investment thesis outside of general hedging, elaborated upon below. These Funds are not required to hedge any particular risk in connection with a particular transaction or its portfolio generally, and there can be no assurance that hedging transactions will be available, employed or, even if undertaken, effective. These Funds may (but are not required to) utilize any financial instrument, including forward contracts, stock index futures, commodities related to instruments, derivative positions and options, and swaps, caps and floors for risk management and hedging purposes in order to: (i) protect the Funds’ unrealized gains in the value of the Funds’ portfolio; (ii) facilitate the sale of any investments; (iii) enhance or preserve returns, spreads or gains on any investment in the Funds’ portfolios; (iv) hedge the interest rate, credit or currency exchange rate on any of the Funds’ liabilities or assets; (v) protect against any increase in the price of any securities the Funds anticipate purchasing at a later date; (vi) reduce exposure by establishing a short position “against the box” with respect to a security or a portion of a security; (vii) act as part of an arbitrage with respect to a security or portion of a security; (viii) establish a position as a temporary substitute for selling other securities; or (ix) act for any other reason that the Adviser deems appropriate. As part of these Funds’ investment strategy, the Adviser expects to make significant concentrated investments. There are no diversification or concentration constraints on these Funds, and the Funds tend to hold large positions in a relatively limited number of investments. These Funds’ investment portfolio will generally lack diversity and may be more susceptible to any single economic, political or regulatory event than would be the case if the Fund’s investments were more diversified. These Funds have invested and will invest in “new issues” from time to time. The Adviser seeks to leverage its extensive investing experience and network of information and relationships to identify and select investment ideas. For certain Funds, the Adviser intends to target companies with a catalyst for a change in earnings/cash flow or valuation, seek out industries in transformation, and identify key economic and market-related data points, such as economic growth, interest rates, commodity prices and inflation, in order to identify potential investment opportunities. The Adviser’s diligence process seeks out variant perception and favorable risk-to-reward ratios through exhaustive fundamental research, entailing comprehensive financial analysis and meetings and calls to key constituents. The diligence process also consists of identification of value and catalysts, risk assessment and scenario analysis, and valuation work, such as competitor analysis. For certain Funds, the Adviser may establish a group of certain key industry leaders (the “Senior Advisors”) to consult with from time to time to gain greater insight and refine its analysis on industry developments, macro trends and specific sectors, industries or issuers. These methods, strategies and investments involve risk of loss to Clients and Clients must be prepared to bear the loss of their entire investment. Material Risks (Including Significant, or Unusual Risks) Relating to Investment Strategies. Evolving and New Investment Approaches. The Adviser’s investment approach and trading techniques will be continually evolving. The Adviser is not restricted from using the Funds’ capital to develop or incubate new strategies or approaches, even if the Adviser has limited experience in the type of markets or instruments involved. The strategies and approaches developed by the Adviser may not be successful and the resources devoted to the implementation of new approaches or strategies may diminish the effectiveness of the Adviser’s implementation of the Adviser’s established approaches or strategies. Directional Investments. For certain Funds, consistent with such Funds’ focus on long equity and equityrelated investments, nearly all of the positions that will be taken or sectors that will be invested in by such Funds will be designed to profit from forecasting absolute positive price movements in a particular instrument. Predicting future prices for such Funds is inherently uncertain and the losses incurred, if the market moves against a position or sector, will generally not be hedged. For certain other Funds, the vast majority of the positions that will be taken or sectors that will be invested in by such Funds will be designed to profit from absolute price movements in a particular instrument. Predicting future prices for such Funds is inherently uncertain and the losses incurred, if the market moves against a position or sector, will often not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price

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The Adviser’s Clients consist of private funds that are pooled investment vehicles intended for sophisticated investors and institutional investors. Initial and additional subscription minimums are disclosed in each respective Fund’s offering memorandum.

The Adviser and its investment personnel may provide investment management services to multiple portfolios for multiple Clients. The Adviser is entitled to be paid performance-based compensation by its Clients. In addition, the Adviser’s investment personnel are typically compensated on a basis that includes a performance-based component. When the Adviser and its investment personnel manage more than one Client account, a potential exists for one Client to be favored over another Client account. The Adviser generally purchases or sells for its Clients through two master fund portfolios and, for Private Investments, through certain feeder funds. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the possible management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. These areas are monitored by the Adviser’s Chief Compliance Officer and General Counsel, as well as the Adviser’s Trade Allocation Committee. Please refer to Item 12 in this brochure for further details on this topic.

This Item is not applicable.

The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its related persons to put the interests of the Adviser’s Clients before their own interests and to act honestly and fairly in all respects in their dealings with Clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. Clients or prospective investors may obtain a copy of the Code by contacting Jani Holmborg (Chief Compliance Officer) by email at jholmborg@sorobancap.com, or by telephone at 212-314-1300. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by related persons. The Adviser, in the course of its investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of Clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to Clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the Client or using such information for the Client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that the Adviser possesses such information), or not using such information for the Client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. Transactions by a fund in which the Adviser and its control persons’ aggregate ownership exceeds a certain percentage to buy securities from (or sell securities to) a Client may be considered principal transactions under Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). These transactions create a conflict of interest because the Adviser and its control persons have an incentive to recommend/buy securities from (or sell securities to) Clients based on their own financial interests, rather than solely in the interest of a Client. With respect to principal transactions, the Adviser has established, with the consent of its Clients, an independent advisory committee (the “Independent Committee”) that reviews principal transactions. The Adviser’s procedures regarding principal transactions and a description of the Independent Committee are included in each applicable Fund’s offering memorandum. In addition, the Adviser or its related persons may invest in some of the same private securities or ETFs that the Adviser or a related person recommends to Clients (after obtaining pre-approval from the Chief Compliance Officer or General Counsel). Such practices present a conflict where, because of the information the Adviser has, the Adviser or its related person are in a position to trade in a manner that could adversely affect Clients (e.g., place their own trades before or after Client trades are executed in order to benefit from any price movements due to the Clients’ trades). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons may also harm Clients by adversely affecting the price at which the Clients’ trades are executed. The Adviser has adopted the Code, described above, which contains policies and procedures designed to minimize any actual or potential conflicts, including pre-clearance of any transactions in Reportable Securities as defined in the Code. More specifically, during any period of time when the Adviser is considering, evaluating or causing certain Funds to make Private Investments, it is anticipated that investments in private companies that the Adviser determines are too immature, small or otherwise inappropriate for certain Funds but that the Adviser believes can add significant value to such Funds by furthering the Adviser’s exposure to deal flow, knowledge/insights and potential opportunities for the applicable Funds’ Private Investments will be allocated to the Adviser or its personnel rather than to the applicable Funds. Subsequent to such an investment, the Adviser may cause the applicable Funds to participate in a later financing round or otherwise invest in the same company in which the Adviser or its personnel made an earlier investment. Certain investments held by Mr. Mandelblatt outside of the Funds (which are generally in respect of opportunities that are outside of the mandates of the Funds and the core client accounts managed by the Adviser) will, at times, be overseen by certain personnel of the Adviser. Such personnel of the Adviser may advise third parties in addition to Mr. Mandelblatt in respect of such investments. There may be instances of overlap or where such investments

may relate to the mandate of the Funds or other client accounts managed by the Adviser which may pose certain conflicts of interest for the Adviser. However, the Adviser has established policies and procedures designed to mitigate potential conflicts of interest relating to such personal investments. The Adviser may also manage certain investment vehicles in which Mr. Mandelblatt, related persons of the Adviser and certain third party investors may participate. These investment vehicles may pursue investment mandates and strategies outside those described for the Funds and Clients in Item 8 above and may also focus on materially different asset classes. In certain cases the Adviser may be paid investment management fees and/or performancebased compensation by these investment vehicles. The Adviser and its personnel will be subject to conflicts of interest in respect of these activities. As described above, the Adviser may face conflicts of interest in determining whether a potential investment is appropriate for such Fund or whether it will instead be made by the Adviser or its personnel. Once an investment has been made by the Adviser or its personnel, the success of such an investment may depend in large part on its ability to obtain additional financing in later rounds of financing. Because the Adviser or its personnel will benefit from such later rounds of financing, they will be subject to conflicts of interest in making such determinations. If a material conflict of interest exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the Adviser’s Proxy Voting Policies and Procedures is in the best interests of the Client or take some other appropriate action. Please refer to Item 17 for further information regarding the Adviser’s proxy voting policy and procedures. The Adviser’s related persons may, and currently do, invest in Funds managed by the Adviser and, in certain cases, may, in the aggregate, hold a substantial portion of a Fund’s assets. Such investments pose a risk that the Adviser or individuals who are in a position to control the allocation of investment opportunities to Clients will favor those Funds in which the Adviser’s related persons invest. The Adviser’s related persons have access to information that is not available to other investors in such Funds. Please refer to Item 12 in this brochure for further details on the Adviser’s policies and procedures to address conflicts of interest relating to the allocation of investment opportunities.

The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include an overall evaluation of the broker-dealer in each market, an assessment of the broker-dealer’s quality (e.g., familiarity with markets, financial strength, past experience), the broker-dealer’s order execution capabilities with respect to a particular trade (e.g., order size, trading characteristics, cost and difficulty of execution, capital commitment, knowledge of market) and the research and other products and services provided by the broker-dealer as further discussed below. In selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser’s practice to negotiate “execution only” commission rates, thus a Client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser’s Brokerage Committee (which includes the Adviser’s Chief Compliance Officer) meets periodically to evaluate the brokerdealers used by the Adviser to execute Client trades using the foregoing factors. The Adviser receives research or other products or services other than execution from a broker-dealer and/or a third party in connection with Client securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”). Research services permitted within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services permitted within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. When the Adviser uses Client commissions to obtain Section 28(e) eligible research and brokerage products and services, the Adviser’s Chief Compliance Officer and General Counsel (along with the Brokerage Committee, if necessary), periodically review and evaluate its soft dollar practices to determine in good faith that the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. Accordingly, the Adviser causes Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Clients. Research and brokerage services obtained by the use of commissions arising from a Client’s portfolio transactions may be used by the Adviser in its other investment activities, including, for the benefit of other Clients (including other Clients which invest in Private Investments). The Adviser does not seek to allocate soft dollar benefits to Clients proportionately to the soft dollar credits the Clients generate, and soft dollar credits generated by a master fund as a whole may be used for research services relating to (i) Private Investments in which certain Clients participate but in which other Clients do not participate; and (ii) investments in which certain Clients (including another master fund as a whole) may participate but in which other Clients do not participate.

The Adviser currently participates in “client commission arrangements” pursuant to which the Adviser may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to the Adviser. The Adviser excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretations. The Adviser obtains such research services through (i) commission sharing arrangements and (ii) executing brokers who provide proprietary research to the Adviser. From time to time the Adviser may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a private fund managed by the Adviser or recommend these private funds as an investment to Clients. The Adviser may place Client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. Similarly, the Adviser may utilize broker-dealers on behalf of a Client whose affiliates offer products linked to a Client through their private wealth platforms. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any other product managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs. The Adviser does not permit Clients to direct the Adviser to transact with a specific broker. The Adviser will seek to allocate orders and investment opportunities in a manner that it believes is in the best interests of all Clients. Such allocations will be made among Clients based on the Adviser’s consideration of factors relevant to each client, including, but not limited to, such Clients’ investment objectives; investment strategies; maximum position limits and guidelines; portfolio concentration and diversification requirements; investment time horizon; liquidity requirements; level of exposure to the investment, issuer, sector industry or market; tax considerations and risk profile. Accordingly, based on a consideration of these factors, investment opportunities may not be allocated pro rata to Clients. For example, the Adviser may cause a Client to acquire positions before another Client acquires the same positions. Similarly, in certain circumstances, the Adviser may determine to make (or reduce exposure to) an investment initially for one Client, and only subsequently make (or reduce exposure to) the same investment for another Client. Alternatively, the Adviser may determine to make an investment (or reduce exposure to) in the same position for multiple Clients at the same time. The differences in investment mandate and portfolio construction of each of the Clients may result in the returns of such Clients diverging, sometimes even significantly. The Adviser may also buy or sell an investment position that is owned by multiple Clients for one Client but not another. In cases where a limited amount of an instrument is available for purchase, and the Adviser has determined that the investment opportunity is appropriate for multiple Clients, the allocation of such instrument among all Clients may necessarily reduce the amount available for purchase by a particular Client. Additionally, the Adviser may have incentives to favor certain investment entities, vehicles or managed accounts managed by the Adviser or its affiliates due to differences in the amount of internal capital invested in such entities, vehicles or managed accounts managed by the Adviser or its affiliates; the presence of investors that are “strategic” to the Adviser in such entities, vehicles or managed accounts managed by the Adviser or its affiliates; or differing compensation arrangements for such entities, vehicles or managed accounts managed by the Adviser or its affiliates. There is high overlap with the long equity positions between certain of the Funds the Adviser manages. Notwithstanding the foregoing, investment decisions made on behalf of an opportunity available to Funds will be made for each Fund based on the specific investment mandate applicable to such Funds, respectively (e.g., certain Funds are permitted to invest in certain opportunities that are outside of certain of the other Funds’ mandates). The Adviser has the sole discretion in determining whether each of the Funds participate, and the level of such participation, in any investments. Investors in the Funds should not assume that the investments of certain Funds will or will not vary from the long positions of certain other Funds. The offering memorandum of each Fund contains additional disclosure on the Adviser’s allocation policies. When the Adviser has determined that an investment opportunity is appropriate for multiple Clients at or near the same time, the Adviser may, in its sole discretion, aggregate Client orders to achieve more efficient execution or to provide for equitable treatment among Client accounts. Except for feeder Funds invested in Private Investments, the Adviser currently generally trades for its Clients through two Master Fund accounts. Each Master Fund’s trades are then allocated pro rata to the Funds invested in the Master Fund.

The Adviser generally allocates the securities purchased or proceeds of sale of an aggregated order pro rata among the participating accounts in accordance with the trade order size ratio of an aggregated order. Notwithstanding the foregoing, an aggregated order may be allocated following execution on a basis different from the trade order size ratio specified in the aggregated order for reasons that include but are not limited to: partially filled orders; to avoid odd lots or excessively small allocations (the Adviser’s practice is to generally round orders to the nearest hundred shares or, for options, the nearest one contract for each Fund, as applicable); available cash; liquidity requirements; and legal, tax and regulatory reasons. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to, among other things, odd lots, rounding, and market practice. To the extent an order is price-averaged, a Client account participating in the trade may pay a higher price than if the Adviser did not aggregate the order. In addition, investment opportunities in “new issues” may not be allocated pro rata among the participating Client accounts. The Adviser will make investments in “new issues” for each of the Client accounts that are within the respective Clients’ investment mandates when determined appropriate by the Adviser, and as such the Adviser is permitted to make an investment in the same “new issue” for one or more of the Clients. Alternatively, the Adviser is permitted to make an investment in a “new issue” for one Client account and not for another Client account, or vice versa, depending on whether such “new issue” opportunity is in the investment mandate of each Client and taking into consideration other investment factors such as current portfolio exposures.

The Adviser receives certain research or other products or services from broker-dealers through “soft-dollar” arrangements. These “soft-dollar” arrangements create an incentive for the Adviser to select or recommend brokerdealers based on the Adviser’s interest in receiving the research or other products or services and may result in the selection of a broker-dealer on the basis of considerations that are not limited to the lowest commission rates and may result in higher transaction costs than would otherwise be obtainable by the Adviser on behalf of its Clients. Please see Item 12 for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices.

This Item is not applicable.

Each Client account is reviewed by the Adviser on a daily basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of each Client account. Significant market events affecting the prices of one or more securities in Client accounts may trigger reviews of Client accounts on a more frequent basis. A Client’s investors receive reports from the Client pursuant to the terms of each Client’s offering memorandum or as otherwise described in the offering documentation of the Client.

The Adviser and its affiliate are deemed to have custody of Client assets and intend to comply with Rule 206(4)-2 under the Advisers Act by meeting the conditions of the “Pooled Vehicle Annual Audit Exception”. Such Rule requires that each Fund be subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are required to be prepared in accordance with generally accepted accounting principles in the U.S., and distributed to each Fund Investor within 120 days of the applicable Fund’s fiscal year end.

The Adviser provides investment advisory services on a discretionary basis to Clients. Prior to assuming discretion in managing a Client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. The Adviser has the authority to determine (i) the securities to be purchased and sold for the Client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Client account. Each of the Funds has and may in the future enter into agreements, or “side letters”, with certain prospective or existing investors whereby such investors may, subject to applicable law, be subject to terms and conditions that are more advantageous than those set forth in the applicable offering memorandum of a Fund. For example, such terms and conditions may, subject to applicable law, provide for special withdrawal rights relating to frequency or notice, or rights to receive reports from the Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions). The modifications are solely at the discretion of the Fund and may, among other things and subject to applicable law, be based on the size of the investor’s investment in the Fund or affiliated investment entity, an agreement by an investor to maintain such investment in the Fund for a significant period of time, or other similar commitment by an investor to the Fund. Due to differences in Client investment objectives and strategies, risk tolerances, tax status and other criteria, there will be differences among Clients in invested positions, sizing and trading of positions and securities held (including but not limited to initial public offerings (IPOs) and secondary offerings). The Adviser may effect cross transactions between discretionary Client accounts, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two Clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between Client accounts are not permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker unless Client consent has been obtained (as described in Item 11 above). If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. In the event that a Client account incurs a trade error as a result of the Adviser’s gross negligence or willful misconduct, trade errors will be corrected by the Adviser as soon as practicable, in a manner such that the Client incurs no loss. Trade errors that result other than by breach of the standard of care above are borne by the Client account. Gains to Client accounts as a result of an Adviser’s trade errors will be kept by the Client. Where a third party causes a trading error that results in a material loss to a Client, the Adviser will attempt to recover the amount of the loss from the third party for the Client, but the Adviser does not assume responsibility for compensating the Client, or making the third party compensate the Client, in such cases.

The Adviser has adopted Proxy Voting Policies and Procedures (the “Procedures”) that are designed to ensure that in cases where the Adviser votes proxies with respect to Client securities, such proxies are voted in the best interests of its Clients. The Procedures also require that the Adviser identify and address conflicts of interest between the Adviser and its Clients. If a material conflict of interest exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the Procedures is in the best interests of the Client or take some other appropriate action. If a Client of the Adviser owned securities on the record date for determining eligibility to vote a proxy, but no longer owns securities during the date at which the Adviser is requested to vote, the Adviser may elect not to vote such proxy. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a Client’s proxies by contacting Jani Holmborg (Chief Compliance Officer) by email at jholmborg@sorobancap.com, or by telephone at 212-314-1300.

This Item is not applicable.